This ClickHouse Single Transaction Reseller Agreement, including all documents at referenced URLs (this “Agreement”) is entered into by and between ClickHouse, Inc. (“ClickHouse”) and the entity identified as the “Reseller” (“Reseller”), each as set forth on the signature block of the ClickHouse Order Form executed by ClickHouse and Reseller, as of the date specified in such Order Form (“Effective Date”). This agreement permits Reseller to resell Credits (as defined below) for ClickHouse’s cloud service (“ClickHouse Cloud”) in a specified territory to the Customer (defined below) subject to the following terms and conditions.
1. Definitions
1.1 “Affiliate” means, with respect to a party, any entity that controls, is controlled by, or which is under common control with, such party, where “control” means ownership of at least fifty percent (50%) of the outstanding voting shares of the entity, or the contractual right to establish policy for, and manage the operations of, the entity.
1.2 “Agreement” means this Single Transaction Reseller Agreement including any Exhibits and attachments hereto, any additional terms and conditions referenced herein, any documents referenced at URL’s and any and all Order Forms executed by ClickHouse and Reseller which reference this Agreement.
1.3 “Credit” means a unit of credit toward Customer’s usage of ClickHouse Cloud equal to one (1) US dollar, to be applied based on ClickHouse’s then-current published price list.
1.4 “Customer” means an end user customer in the Territory, designated in the “Ship to” block on Order Form governed by this Agreement, that purchases Credits through Reseller. Customer may include a managed services provider if so authorized in the applicable Customer Agreement.
1.5 “Customer Agreement” means an agreement between ClickHouse and Customer that sets forth the terms and conditions governing the Credits purchased by Customer from Reseller and Customer’s use of ClickHouse Cloud and the Support Services.
1.6 “Intellectual Property Rights” means any and all now known or hereafter existing (i) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (ii) trademark or service mark rights, trade dress and similar rights; (iii) trade secret rights; (iv) patents, patent rights, and industrial property rights; (v) layout rights, design rights, and other proprietary rights of every kind and nature; and (vi) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.
1.7 “Order Form” means a ClickHouse quote or ordering document pursuant to which Reseller may order Credits on behalf of the Customer.
1.8 “Support Services” means maintenance and support services for ClickHouse Cloud, as more fully described in the applicable Support Services Policy.
1.9 “Support Services Policy” means ClickHouse’s support services policy for ClickHouse Cloud, as further described at https://clickhouse.com/support/policy/.
1.10 “Term” means the term of the Agreement, including the initial term and any renewal term.
1.11 “Territory” means the world, except with respect to countries, territories or jurisdictions where the marketing, sale or distribution of Credits is prohibited by the laws or regulations of the United States or the laws or regulations applicable to Reseller (including applicable export laws) or the applicable laws and regulations of such countries, territories or jurisdictions.
2. Appointment and Ownership
2.1 Reseller Appointment. Subject to all of the terms and conditions of this Agreement, ClickHouse hereby appoints Reseller as an authorized non-exclusive reseller of Credits to the Customer, and grants Reseller the non-transferable, non-sublicensable, revocable right to market and resell Credits directly to the Customer, but solely (i) for use by the Customer only and without any right of further resale and (ii) pursuant to the applicable Customer Agreement(s).
2.2 Ownership of rights. Except for the limited license rights expressly provided herein, ClickHouse and its suppliers have and shall retain all right, title and interest in and to ClickHouse Cloud and Support Services (including all materials provided by ClickHouse in connection therewith), all modifications to, and derivative works (including localization and translations) based upon, and all Intellectual Property Rights in and to, all of the foregoing. Reseller agrees not to infringe, misappropriate or violate any Intellectual Property Rights of ClickHouse.
3. Orders, Price, Payment, Taxes and Delivery
3.1 Orders. Reseller shall place orders for Credits for resale to the Customer under this Agreement by execution of an Order Form including Customer name and address and the applicable Credits. The Order Form will not be binding on ClickHouse until accepted in writing by ClickHouse and Customer has entered into the applicable Customer Agreement.
3.2 Price, Discounts and Payment. ClickHouse shall sell Credits to Reseller at the price set forth on the Order Form. Reseller will be solely responsible for establishing the prices at which it resells Credits to the Customer. All payments shall be made in the currency set forth on the Order Form within thirty (30) days of Reseller’s receipt of the applicable, undisputed invoice, unless otherwise specified in writing by ClickHouse. Any late payments shall be subject to an interest charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less. Non-payment by Customer will not relieve Reseller of its obligation to pay ClickHouse for Credits resold by Reseller, and all payments are non-refundable.
3.3 Taxes. All amounts payable by Reseller to ClickHouse under this Agreement are exclusive of any tax, levy or similar governmental charge that may be assessed by any jurisdiction, whether based on gross revenue, the delivery, possession or use or provision of the Credits, the execution or performance of this Agreement or otherwise, and including without limitation all sales, use, excise, import or export, value added, governmental permit fees, license fees, and customs; provided, however, that Reseller shall have no liability for any net income, net worth or franchise taxes assessed on ClickHouse by the United States or any state thereof. If, as a result of any tax or levy, Reseller is required to withhold any amount on any payment to ClickHouse, then the amount of the payment to ClickHouse shall be automatically increased to totally offset such tax, so that the amount actually remitted to ClickHouse, net of all taxes, equals the amount invoiced or otherwise due. Reseller will promptly furnish ClickHouse with the official receipt of payment of these taxes to the appropriate taxing authority. Reseller will pay all other taxes, levies or similar government charges or provide ClickHouse with a certificate of exemption acceptable to the taxing authority.
4. Reseller Obligations
4.1 No Unauthorized Representations or Warranties. Reseller shall make no representations, guarantees or warranties of any type with respect to the specifications, features, capabilities or otherwise concerning ClickHouse Cloud or the Support Services, which are in addition to or inconsistent with those set forth herein. Reseller shall be solely responsible for, and ClickHouse shall have no legal obligation to honor, any warranties that Reseller provides to Customer to the extent that such warranties are broader or greater in scope than those made by ClickHouse to Reseller hereunder.
4.2 Business Practices. Reseller agrees not to engage in any deceptive, misleading, illegal or unethical practices that may be detrimental to ClickHouse, and agrees to comply with all applicable federal, state and local laws and regulations (including, without limitation, data protection, privacy and import and export compliance laws and regulations) while performing its duties under this Agreement.
4.3 Indemnification. Reseller shall defend, indemnify and hold harmless ClickHouse and its Affiliates from and against any and all costs, liabilities, damages and expenses (including reasonable attorneys' fees and costs of litigation) arising out of or resulting from any third party claim that results from or is related to: (i) any breach by Reseller of any representation, warranty or covenant of this Agreement, (ii) the making, statement or issuance by Reseller of any warranty or representation not authorized in writing by ClickHouse, (iii) improper or illegal use of ClickHouse Cloud and/or the Support Services by Reseller, or (iv) any act, omission, obligation, or other liability of Reseller or any of its agents related to Reseller's business.
5. Term of Agreement
5.1 Term and Termination. This Agreement is effective as of the Effective Date and shall continue in force and effect for a period of ninety (90) days, unless earlier terminated in accordance with this Section 5, or extended by the mutual, written agreement of the parties (e-mail sufficient). Either party may terminate this Agreement for any reason or no reason upon ten (10) days prior written notice to the other party. Either party may terminate this Agreement immediately upon notice if the other party materially breaches this Agreement. Termination is not an exclusive remedy and, except as expressly provided herein, the exercise by either party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, at law, or in equity.
5.2 Effect of Termination. Upon any expiration or termination of this Agreement, Reseller shall immediately (i) cease to be an authorized reseller of Credits, and will have no right to market, sell or distribute Credits or hold itself out as an authorized reseller of ClickHouse, (ii) cease use of and destroy any and all copies of ClickHouse’s Confidential Information, and (iii) pay ClickHouse any amounts then due and outstanding. Any Credits sold by Reseller prior to the termination of the Agreement shall remain valid as to the Customer in accordance with the terms of the applicable Customer Agreement.
5.3 No Liability for Termination. To the greatest extent permitted by applicable law, in the event of termination of this Agreement by either party in accordance with any of the provisions of this Agreement, neither party shall be liable to the other, because of such termination, for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, investments, leases or commitments in connection with the business or goodwill of either party. Termination shall not, however, relieve either party of obligations incurred prior to the termination of this Agreement.
5.4 Survival. Sections 2.2, 4.3, 5.2, 6, 7, 8 and 9 shall survive any termination or expiration of this Agreement.
6. Warranty and Disclaimer; Limitation of Liability
6.1 Limited Warranty. Any warranty for ClickHouse Cloud and/or the Support Services will be provided directly from ClickHouse to Customer under the applicable Customer Agreement.
6.2 Disclaimer of Warranties. THE WARRANTY PROVIDED IN THIS SECTION 6.1 IS A LIMITED WARRANTY. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 6, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CLICKHOUSE CLOUD AND THE SUPPORT SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND CLICKHOUSE AND ITS LICENSORS MAKE NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO CLICKHOUSE CLOUD AND THE SUPPORT SERVICES OR ANY OTHER MATERIALS OR SERVICES MARKETED, SOLD OR DISTRIBUTED BY RESELLER AND/OR FURNISHED OR PROVIDED TO ANY RESELLER CUSTOMER UNDER THIS AGREEMENT OTHER THAN THOSE EXPRESSLY SET OUT IN THIS SECTION 6 OR IN THE CUSTOMER AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CLICKHOUSE AND ITS LICENSORS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY AND NON-INFRINGEMENT WITH RESPECT TO CLICKHOUSE CLOUD AND THE SUPPORT SERVICES AND ANY OTHER MATERIALS PROVIDED BY CLICKHOUSE HEREUNDER, AND WITH RESPECT TO THE USE OF THE FOREGOING.
7. Limitation of Liability
7.1 Disclaimer of Certain Damages. SUBJECT TO SECTION 7.4, IN NO EVENT SHALL CLICKHOUSE OR RESELLER BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR THE PERFORMANCE OR FAILURE TO PERFORM THIS AGREEMENT, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.2 Damages Cap. SUBJECT TO SECTION 7.4, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE CUMULATIVE LIABILITY UNDER ANY ORDER FORM EXCEED THE ACTUAL AMOUNT PAID AND/OR PAYABLE TO CLICKHOUSE BY RESELLER UNDER THIS AGREEMENT IN CONNECTION WITH SUCH ORDER FORM IN THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATION OF LIABILITY IS INDEPENDENT OF ANY EXCLUSIVE REMEDIES FOR BREACH OF WARRANTY SET FORTH IN THIS AGREEMENT.
7.3 Basis of the Bargain. EACH PARTY AGREES THAT THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS ARE A REASONABLE ALLOCATION OF THE RISK BETWEEN THE PARTIES AND WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS IN ITS ESSENTIAL PURPOSE.
7.4 Exclusions. The foregoing limitations set forth in this Section 7 shall not apply to (i) Reseller’s indemnification obligations; (ii) damages arising out of a party’s (a) breach of its obligations under Section 8 (Confidential Information); (b) gross negligence, willful misconduct, fraud, bad faith or a breach of applicable law; or (c) violation of the intellectual property rights of the other party; or (iii) amounts owed by Reseller to ClickHouse under Section 3.
8. Confidential Information
8.1 Confidential Information. Both parties acknowledge that, in the course of performing this Agreement, they may obtain information relating to products (such as goods, services, and software) of the other party, or relating to the parties themselves, which is of a confidential and proprietary nature (“Confidential Information”). Confidential Information includes all materials and all communications concerning ClickHouse’s or Reseller’s business and marketing strategies, including but not limited to employee and customer lists, customer profiles, project plans, design documents, product strategies and pricing data, research, advertising plans, leads and sources of supply, development activities, design and coding, interfaces with ClickHouse Cloud, anything provided by either party to the other in connection with ClickHouse Cloud or the Support Services provided to Customers under this Agreement, including, without limitation, computer programs, technical drawings, algorithms, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical plans and other information of the parties which by its nature can be reasonably expected to be proprietary and confidential, whether it is presented in oral, printed, written, graphic or photographic or other tangible form (including information received, stored or transmitted electronically) even though specific designation as Confidential Information has not been made. Confidential Information also includes any notes, summaries, analyses of the foregoing that are prepared by the receiving party.
8.2 Non-use and Non-disclosure. The parties shall at all times, both during the Term and thereafter keep in trust and confidence all Confidential Information of the other party using commercially reasonable care (but in no event less than the same degree of care that the receiving party uses to protect its own Confidential Information) and shall not use such Confidential Information other than as necessary to carry out its duties under this Agreement, nor shall either party disclose any such Confidential Information to third parties other than to Affiliates or as necessary to carry out its duties under this Agreement without the other party’s prior written consent, provided that each party shall be allowed to disclose Confidential Information of the other party to the extent that such disclosure is approved in writing by such other party, or necessary to enforce its rights under this Agreement.
8.3 Non-Applicability. The obligations of confidentiality shall not apply to information which (i) has entered the public domain or is otherwise publicly available, except where such entry or availability is the result of a party’s breach of this Agreement; (ii) prior to disclosure hereunder was already in the receiving party’s possession without restriction as evidenced by appropriate documentation; (iii) subsequent to disclosure hereunder is obtained by the receiving party on a non-confidential basis from a third party who has the right to disclose such information; or (iv) was developed by the receiving party without any use of any of the Confidential Information, as evidenced by appropriate documentation.
8.4 Terms of this Agreement. Except as required by law or governmental regulation, neither party shall disclose, advertise, or publish the terms and conditions of this Agreement without the prior written consent of the other party, except that either party may disclose the terms of this Agreement to potential acquirers, accountants, attorneys and Affiliates pursuant to the terms of a non-disclosure or confidentiality agreement.
8.5 Disclosure Required by Law. Notwithstanding anything to the contrary herein, each party may disclose the other party’s Confidential Information in order to comply with applicable law and/or an order from a court or other governmental body of competent jurisdiction, and, in connection with compliance with such an order only if such party: (i) unless prohibited by law, gives the other party prior written notice to such disclosure if the time between that order and such disclosure reasonably permits or, if time does not permit, gives the other party written notice of such disclosure promptly after complying with that order and (ii) fully cooperates with the other party, at the other party’s cost and expense, in seeking a protective order, confidential treatment, or taking other measures to oppose or limit such disclosure. Each party must not release any more of the other party’s Confidential Information than is, in the opinion of its counsel reasonably necessary to comply with an applicable order.
9. Miscellaneous
9.1 Anti-Corruption. Reseller understands that ClickHouse is required to abide by the United States Foreign Corrupt Practices Act of 1977, U.K. Bribery Act of 2010, and similarly applicable anti-corruption and anti-bribery laws (“Anti-Corruption Laws”), and Reseller has complied with and agrees that all persons acting on its behalf will comply with all applicable laws in connection with all work on behalf of ClickHouse, including but not limited to the Anti-Corruption Laws, and similar laws prevailing in the country(ies) in which Reseller performs work on behalf of ClickHouse. Reseller agrees that no one acting on its behalf will give, offer, agree or promise to give, or authorize the giving directly or indirectly, of any money or other thing of value, including travel, entertainment, or gifts, to anyone as an unlawful inducement or reward for favorable action or forbearance from action or the exercise of unlawful influence (a) to any governmental official or employee (including employees of government-owned and government-controlled corporations or agencies or public international organizations), (b) to any political party, official of a political party, or candidate, (c) to an intermediary for payment to any of the foregoing, or (d) to any other person or entity in a corrupt or improper effort to obtain or retain business or any commercial advantage, such as receiving a permit or license, or directing business to any person. Improper payments, provisions, bribes, kickbacks, influence payments, or other unlawful provisions to any person are prohibited under this Agreement. Reseller understands that if ClickHouse determines that Reseller has failed to comply with the provisions of any applicable law, including the Anti-Corruption Laws, ClickHouse may immediately terminate this Agreement and any payments due thereunder, without notice. Reseller agrees to fully indemnify ClickHouse for any act or failure to act that results in an allegation, investigation (whether internal or government-initiated), or prosecution of ClickHouse related to the Anti-Corruption Laws, including all such associated costs, fees, penalties, fines, consequential damages, settlements, and related financial incurrences of ClickHouse.
9.2 Assignment; Subcontracting. ClickHouse may assign this Agreement to any Affiliate or to any assignee of all or substantially all of ClickHouse’s assets (whether pursuant to a merger, stock sale, asset sale, change of control or otherwise). Reseller may not assign or transfer this Agreement, in whole or in part, directly or by operation of law, without ClickHouse’s prior written consent. Any attempt by Reseller to transfer or assign this Agreement without such written consent shall be void, ab initio, and of no effect. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Nothing will restrict ClickHouse from subcontracting its obligations under this Agreement or any Customer Agreement to any third parties.
9.3 Attorneys’ Fees and Costs. If any action or proceeding, whether regulatory, administrative, at law or in equity is commenced or instituted to enforce or interpret any of the terms or provisions of this Agreement, the prevailing party in any such action or proceeding shall be entitled to recover its reasonable attorneys' fees, expert witness fees, costs of suit and expenses, in addition to any other relief to which such prevailing party may be entitled. As used herein, “prevailing party” includes without limitation, a party who dismisses an action for recovery hereunder in exchange for payment of the sums allegedly due, performance of covenants allegedly breached, or consideration substantially equal to the relief sought in the action.
9.4 Export Control. Reseller acknowledges that ClickHouse Cloud, the Support Services, and technologies related thereto are subject to the Export Administration Regulations ("EAR") (15 C.F.R. Parts 730-774 (2010)) and the economic sanctions regulations and guidelines of the U.S. Department of the Treasury, Office of Foreign Assets Control (“Export Control Laws”), as amended. Reseller is now and will remain in the future compliant with all such export control laws and regulations, and will not export, re-export, otherwise transfer any ClickHouse goods, software or technology or disclose any ClickHouse software or technology to any person contrary to such laws or regulations. Reseller acknowledges that remote access to ClickHouse Cloud may in certain circumstances be considered a re-export of ClickHouse Cloud, and accordingly, may not be granted in contravention of U.S. export control laws and regulations. Reseller agrees to fully indemnify ClickHouse for any act or failure to act that results in an allegation, investigation (whether internal or government-initiated), or prosecution of ClickHouse related to the Export Control Laws, including all such associated costs, fees, penalties, fines, consequential damages, settlements, and related financial incurrences of ClickHouse
9.5 Feedback. Reseller, Reseller’s Affiliates, and their respective agents, may volunteer feedback to ClickHouse, and/or its Affiliates, about ClickHouse Cloud and/or the Support Services (“Feedback”). ClickHouse and its Affiliates shall be irrevocably entitled to use that Feedback, for any purpose and without any duty to account. provided that, in doing so, they may not breach their obligations of confidentiality under Section 8 of this Agreement.
9.6 Force Majeure. Except with respect to payment obligations, neither party will be liable for, or be considered to be in breach of, or in default under, this Agreement, as a result of any cause or condition beyond such party’s reasonable control.
9.7 Future Features and Functions. Reseller understands and agrees that any features or functions of ClickHouse Cloud referenced on any ClickHouse website, or in any presentations, press releases or public statements, which are not currently available or not currently available as a GA release, may not be delivered on time or at all. The development, release, and timing of any features or functionality described for ClickHouse Cloud remains at ClickHouse’s sole discretion. Accordingly, Reseller agrees that it is purchasing for resale the Credits based solely upon features and functions that are currently available as of the time an Order Form is executed, and not in expectation of any future feature or function.
9.8 Governing Law; Jurisdiction and Venue. This Agreement will be governed by the laws of the State of Delaware, without regard to its conflict of laws principles, and all suits hereunder will be brought solely in Federal Court for the District of Delaware, or if that court lacks subject matter jurisdiction, in any Delaware State Court located in New Castle County, Delaware. This Agreement shall not be governed by the 1980 UN Convention on Contracts for the International Sale of Goods. The parties hereby irrevocably waive any and all claims and defenses either might otherwise have in any action or proceeding in any of the applicable courts set forth above, based upon any alleged lack of personal jurisdiction, improper venue, forum non conveniens, or any similar claim or defense. A breach or threatened breach, by either party of Section 8 may cause irreparable harm for which damages at law may not provide adequate relief, and therefore the non-breaching party shall be entitled to seek injunctive relief without being required to post a bond.
9.9 Non-Waiver. Any failure of either party to insist upon or enforce performance by the other party of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement will not be interpreted or construed as a waiver or relinquishment of such party’s right to assert or rely upon such provision, right or remedy in that or any other instance.
9.10 Notices. Any notice or other communication under this Agreement given by either party to the other will be deemed to be properly given if given in writing and delivered in person or by e-mail, if acknowledged received by return e-mail or followed within one day by a delivered or mailed copy of such notice, or if mailed, properly addressed and stamped with the required postage, to the intended recipient at its address specified on an Order Form. E-mail notices sent to ClickHouse should be sent to [email protected]. Either party may from time to time change its addresses for notices under this Section by giving the other party notice of the change in accordance with this Section 9.9.
9.11 Relationship of the Parties. The relationship of the parties hereunder shall be that of independent contractors, and nothing herein shall be deemed or construed to create any employment, agency or fiduciary relationship between the parties. Each party shall be solely responsible for the supervision, direction, control and payment of its personnel, including, without limitation, for taxes, deductions and withholdings, compensation and benefits, and nothing herein will be deemed to result in either party having an employer-employee relationship with the personnel of the other party.
9.12 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining portions will remain in full force and effect and such provision will be enforced to the maximum extent possible so as to give effect the intent of the parties and will be reformed to the extent necessary to make such provision valid and enforceable.
9.13 Suggestions, Ideas and Feedback. Subject to its obligations under Section 8 (Confidential Information), ClickHouse will be free to use, irrevocably, in perpetuity and for any purpose, all suggestions, ideas and/or feedback (collectively, “Feedback”) provided to ClickHouse by Reseller and its employees, contractors or other agents, with respect to ClickHouse Cloud and the Support Services. The foregoing grant of rights is made without any duty to account to any of the foregoing persons or entities for the use of such Feedback
9.14 Entire Agreement. This Agreement, together with any Order Forms executed by the parties (each of which is hereby incorporated herein by this reference), along with any valid amendments hereto, constitutes the entire agreement between the parties concerning the subject matter hereof, and supersedes, and its terms govern, all prior proposals, agreements, or other communications between the parties, oral or written, regarding such subject matter. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same agreement. Execution of a scanned copy will have the same force and effect as execution of an original, and a scanned signature will be deemed an original and valid signature. In the event of any conflict between the terms and conditions of any of the foregoing documents, the conflict shall be resolved based on the following order of precedence: (i) an applicable Order Form (but only for the transaction thereunder) and (ii) this Agreement. For the avoidance of doubt, the parties hereby expressly acknowledge and agree that if Reseller issues any purchase orders or similar documents in connection with its purchase and/or resale of Credits, it shall do so only for its own internal, administrative purposes and not with the intent to provide any contractual terms. By entering into this Agreement, whether prior to or following receipt of Reseller’s purchase order or any similar document, the parties are hereby expressly showing their intention not to be contractually bound by the contents of any such purchase order or similar document, which are hereby deemed rejected and extraneous to this Agreement, and ClickHouse’s performance of this Agreement shall not amount to: (i) an acceptance by conduct of any terms set out or referred to in the purchase order or similar document; (ii) an amendment of this Agreement, nor (iii) an agreement to amend this Agreement. This Agreement shall not be modified except by a subsequently dated, written amendment that expressly amends this Agreement and which is signed on behalf of ClickHouse and Reseller by their duly authorized representatives. The parties agree that the terms and conditions of this Agreement are a result of mutual negotiations. Therefore, the rule of construction that any ambiguity shall apply against the drafter is not applicable and will not apply to this Agreement. Any ambiguity shall be reasonably construed as to its fair meaning and not strictly for or against one party regardless of who authored the ambiguous language.
March 20, 2023